The Preliminary Agreement is a crucial document used in Philippine business transactions to formalize initial discussions and set the groundwork for more detailed future agreements. It serves as a bridge between informal negotiations and final contracts, providing structure and protection for all parties involved. This document type is particularly important in the Philippine context, where business relationships often require formal documentation of intentions and preliminary commitments. The Preliminary Agreement typically includes provisions for confidentiality, exclusivity, and good faith negotiations, while clearly distinguishing between binding and non-binding elements. It's commonly used in corporate transactions, joint ventures, mergers and acquisitions, and other significant business arrangements where parties need to establish basic terms before proceeding with detailed due diligence or final documentation.
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1. Parties: Identification of all parties to the agreement, including their complete legal names, addresses, and corporate details if applicable
2. Background: Context of the proposed transaction or relationship, including the parties' intentions and the purpose of entering into this preliminary agreement
3. Definitions: Key terms used throughout the agreement, ensuring consistent interpretation
4. Purpose and Scope: Clear statement of the preliminary agreement's objectives and the scope of the proposed transaction or relationship
5. Good Faith Negotiations: Commitment of parties to negotiate in good faith towards the final agreement, including timeline and process
6. Confidentiality: Obligations regarding the protection and non-disclosure of information shared during negotiations
7. Exclusivity: Terms regarding whether parties are restricted from negotiating with other parties during this period
8. Duration and Termination: Period of validity for the preliminary agreement and circumstances under which it may be terminated
9. Binding and Non-Binding Provisions: Clear identification of which provisions are legally binding and which are subject to further negotiation
10. Costs and Expenses: Allocation of costs incurred during the preliminary agreement period
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and designation of jurisdiction for dispute resolution
1. Break Fee: Include when parties want to specify compensation if one party withdraws from negotiations under certain circumstances
2. Due Diligence: Include when the preliminary agreement covers a period of due diligence investigation, specifying access rights and procedures
3. Intellectual Property Rights: Include when negotiations involve sharing of intellectual property or proprietary information
4. Press Releases and Announcements: Include when parties need to control public communications about their negotiations
5. Representatives and Authority: Include when specific individuals are designated as authorized negotiators
6. Alternative Dispute Resolution: Include when parties prefer to specify mediation or arbitration procedures before court litigation
7. Force Majeure: Include when parties want to address potential disruptions to negotiations due to extraordinary events
1. Schedule 1 - Timeline: Proposed timeline for negotiations and key milestones towards final agreement
2. Schedule 2 - Initial Terms: Preliminary terms and conditions agreed upon for the proposed transaction
3. Schedule 3 - Required Approvals: List of regulatory or corporate approvals needed for the final agreement
4. Appendix A - Confidentiality Terms: Detailed confidentiality provisions and procedures
5. Appendix B - Due Diligence Requirements: List of documents and information to be provided for due diligence
6. Appendix C - Form of Final Agreement: Draft outline or key terms of the contemplated final agreement
Authors
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Real Estate Development
Technology and Software
Financial Services
Retail and Consumer Goods
Infrastructure and Construction
Healthcare and Pharmaceuticals
Energy and Resources
Telecommunications
Agriculture and Food Processing
Transportation and Logistics
Business Process Outsourcing
Relevant Teams
Legal
Corporate Development
Strategy
Executive Leadership
Finance
Business Development
Risk Management
Commercial Operations
Project Management
Compliance
Corporate Secretariat
Relevant Roles
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Director
Corporate Secretary
Business Development Director
Chief Financial Officer
Commercial Director
Managing Director
Head of Strategy
Senior Legal Counsel
Contract Manager
Project Director
Investment Manager
Corporate Development Manager
Risk Manager
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